Securities code: 301193 securities abbreviation: Jialian technology Announcement No.: 2022-017 Ningbo Jialian Technology Co., Ltd
Announcement on temporarily replenishing working capital with some idle raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company” or “Jialian technology”) deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital at the second interim board meeting of 2022 and the fifth meeting of the second board of supervisors held on January 27, 2022. In order to improve the efficiency of the use of raised funds of the company, To further reduce the financial cost, the company plans to use the idle raised funds of no more than 200 million yuan to temporarily supplement the working capital for the production and operation related to the main business. The service life shall not exceed 12 months from the date of deliberation and approval of the proposal by the board of directors, and will be returned to the special account for raised funds of the company at the expiration of the time. The details are as follows:
1、 Basic information of raised funds
With the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company issued 30000000.00 ordinary shares (A shares) in RMB for the first time, with a par value of 1.00 yuan per share and an issue price of 30.73 yuan, The total amount of raised funds is 921900000.00 yuan, after deducting 93730018.80 yuan of relevant issuance expenses (excluding tax), the actual net amount of raised funds is 828169981.20 yuan. The above raised funds have been verified by Tianzhi International Certified Public Accountants (special general partnership), and the capital verification report No. [2021] 44951 was issued on December 6, 2021. The company has deposited the above raised funds in the special account for the management of raised funds, and signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
The investment projects and use plans of the funds raised by the company’s public offering of shares are as follows:
The total investment of the project is planned to use the raised funds. As of December 2021, the project content amount (10000 yuan) and the investment amount have been invested in the raised funds (10000 yuan) on December 31
1. Construction project of R & D Center for biodegradable materials and products 10023.00 10023.00 0.00
Production line of 196.35 2 biodegradable materials and high-end plastic products in Shupu plant 26604.00 26604.00
Construction Project
3 supplementary working capital 10000.00 10000.00 5576.12
Total 46627.00 5772.47
3、 Temporary replenishment of working capital with idle raised funds this time
(I) idle conditions and reasons
The company will invest step by step according to the construction progress and capital investment plan of the raised investment project. Since the project construction requires a certain period, in order to improve the use efficiency of the raised funds, meet the needs of the company’s production and operation for daily working capital, and maximize the interests of the company’s shareholders, on the premise of ensuring the use demand of the funds of the raised investment project, The company plans to use some idle raised funds to supplement working capital temporarily.
(II) amount and period of idle raised funds to temporarily supplement working capital
With the continuous expansion of the company’s business scale, the company needs to increase investment and the demand for working capital is also increasing. In order to fully guarantee the production and operation of the company, improve the use efficiency of idle raised funds and reduce financial costs, on the premise of ensuring the capital demand for the construction of raised funds investment projects and the normal progress of raised funds investment projects, According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the company’s raised funds management system, the company plans to use idle raised funds of no more than 200 million yuan to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, When due, it will be returned to the special account for raised funds of the company.
(III) rationality and necessity of temporarily replenishing working capital with some idle raised funds this time
Understand the demand pressure of the company’s working capital, improve the development speed of the company, help to improve the use efficiency of raised funds and reduce financial costs.
By temporarily replenishing working capital with some idle raised funds this time, it is estimated that the company can save up to 7.4 million yuan / year of financial expenses (calculated according to the benchmark interest rate of one-year loan published by the people’s Bank of China, which is only the calculation data), which can solve the temporary demand for working capital, give full play to the use efficiency of raised funds and reduce financial expenses, In line with the interests of the company and all shareholders.
If the use progress of the raised funds is accelerated due to the needs of the investment projects with raised funds, the company will return them in advance in time to ensure the normal operation of the investment projects with raised funds.
4、 Relevant instructions on temporarily replenishing working capital with idle raised funds
1. The company will timely return the funds to the special account for raised funds before the expiration of the current replenishment of working capital;
2. The use of some idle raised funds to temporarily supplement working capital will not change or change the purpose of raised funds in a disguised form;
3. The use of some idle raised funds to temporarily supplement working capital will not affect the normal operation of the investment projects with raised funds; If the investment project of raised funds needs to be used due to the implementation progress, the company will return the funds to the special account of raised funds in time to ensure the normal operation of the investment project of raised funds;
4. The use of some idle raised funds to temporarily supplement working capital is limited to the production and operation related to the main business, and will not directly or indirectly use the idle raised funds for high-risk investments such as securities investment and derivatives trading.
5、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On January 27, 2022, the company held the second interim board meeting in 2022, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use no more than 200 million yuan of idle raised funds to temporarily supplement working capital on the premise of not affecting the construction capital demand of raised investment projects and the normal progress of raised investment projects, For the production and operation related to the main business, the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds after expiration.
(II) deliberation of the board of supervisors
After deliberation, the board of supervisors believes that the company’s use of idle raised funds of no more than 200 million yuan to temporarily supplement working capital is conducive to improving the use efficiency of idle raised funds, reducing the company’s financial expenses and capital costs, meeting the company’s business growth demand for working capital, and in line with the long-term interests of all shareholders. The company’s plan to use some idle raised funds to temporarily supplement working capital will not affect the normal progress of the company’s investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, Comply with the relevant requirements of relevant laws, regulations and normative documents, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The board of supervisors unanimously agreed that the company should temporarily supplement the working capital with idle raised funds of no more than 200 million yuan, and the service life should not exceed 12 months from the date of deliberation and approval by the board of directors.
(III) opinions of independent directors
After review, the independent directors believe that the company’s use of idle raised funds of no more than 200 million yuan to temporarily supplement working capital is conducive to improving the use efficiency of idle raised funds, reducing the company’s financial expenses and capital costs, meeting the company’s business growth demand for working capital, and in line with the long-term interests of all shareholders. The company’s plan to use some idle raised funds to temporarily supplement working capital will not affect the normal progress of the company’s investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. Comply with the relevant requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and so on. The independent directors unanimously agree that the company will temporarily supplement the working capital with idle raised funds of no more than 200 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that Jialian technology has used some idle raised funds to temporarily supplement working capital, which has been deliberated and approved by the board of directors and the board of supervisors of the company. All independent directors of the company have expressed their independent opinions with clear consent, and the decision-making procedures are legal and compliant, Comply with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and so on. The company’s use of idle raised funds of no more than 200 million yuan to temporarily supplement working capital is limited to the production and operation related to its main business, and is not directly or indirectly used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. The use plan will not affect the normal progress of the investment projects of the raised funds, help to improve the use efficiency of funds, save financial expenses, alleviate the demand for working capital for business growth, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
In conclusion, the sponsor has no objection to Jialian technology’s use of some idle raised funds to temporarily supplement working capital.
6、 Documents for future reference
1. Resolution of the second interim board meeting in 2022;
2. Resolutions of the fifth meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the second interim board meeting of the company in 2022; 4. Verification opinions on temporary replenishment of working capital by Ningbo Jialian Technology Co., Ltd. using some idle raised funds issued by China Merchants Securities Co.Ltd(600999) .
It is hereby announced.
Board of directors of Ningbo Jialian Technology Co., Ltd. January 28, 2022
